Ms. Delayne Weeks reports

ANGKOR SHARES FOR DEBT TRANSACTION

Angkor Resources Corp. has arranged shares for debt transactions for an aggregate $1,922,800 debt currently owed by the company to certain creditors.

Pursuant to the shares for debt transactions, subject to approval of the TSX Venture Exchange, the company has agreed to issue an aggregate total of 8,263,333 units at a deemed price of 21 cents per unit. Each unit consist of one common share and one-half share purchase warrant. Each full warrant exercisable to purchase a common share at 30 cents for a period of 24 months from the date of issuance. The warrants shall be subject to an acceleration clause. In the event that the company's shares trade at 40 cents per share or above for a period of 10 consecutive trading days, a forced exercise provision will come into effect for the warrants issued in connection with this offering.

The company shall also settle an aggregate total of $187,500 through the issuance of common shares at a deemed price of 21 cents. The shares settlement represents an amount that is owed to certain directors officers or insiders and management so does not qualify for warrants (the related parties).

The units and shares for debt transactions being cleared comes from five different sources, namely:

1. Loans of $471,300 including principal and interest on three facilities;
2. Principal payment of $400,000 on the loan to creditor for the Evesham acquisition;
3. Amounts due to 30-per-cent participating partner as settlement based on funds from Almighty Resources on the Oyadao North licence in its purchase of the licence from Angkor;
4. Notes payable and conversions of $875,000 to funders of the original gas capture project in Evesham, Sask., in 2022;
5. Compensation amounts of $62,500 paid to members of management and contractors in lieu of cash as part of their monthly remuneration.

The directors of Angkor voted unanimously in favour of converting the debt to shares at market price.

Grant T. Smith, chief financial officer for Angkor, comments: "I am very pleased to announce the successful settlement of $1,922,800 of debt through the issuance of common shares. This strategic move significantly improves our balance sheet by reducing our debt burden and lowers our interest expense. With this debt out of the way, we can now focus our resources and efforts on driving our core business initiatives and achieving our long-term goals. This transaction reflects our strong belief in the future of Angkor and our commitment to enhancing shareholder value."

Multilateral Instrument 61-101 disclosure

The participation of certain insiders, being related parties of Angkor, means that the shares for debt transaction is considered to be a related party transaction of Angkor for purposes of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions.

Angkor may, however, complete the shares for debt transaction in reliance on exemptions available under MI 61-101 from the formal valuation and minority approval requirements of MI 61-101. Specifically, the shares for debt transaction is exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on Section 5.5(b) of MI 61-101 as Angkor is not listed on a specified market within the meaning of MI 61-101. Additionally, the shares for debt transaction is exempt from the minority approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(1)(a) of MI 61-101 insofar as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the shares for debt transaction insofar as it involves (or is expected to involve) interested parties, exceeds 25 per cent of Angkor's market capitalization.

Closing of the shares for debt transaction is subject to customary closing conditions, including the approval of the TSX Venture Exchange. The common shares to be issued pursuant to the shares for debt transaction will be subject to a hold period of four months and one day following the date of issuance, in accordance with applicable securities laws and TSX-V policies.

About Angkor Resources Corp.

Angkor Resources is a public company, listed on the TSX Venture Exchange, and is a leading resource optimizer in Cambodia working toward mineral and energy solutions across Canada and Cambodia. Angkor's carbon capture and gas conservation project in Saskatchewan, Canada, is part of its long-term commitment to environmental and social projects and cleaner energy solutions across jurisdictions. The company's mineral subsidiary, Angkor Gold Corp., in Cambodia holds three mineral exploration licences in Cambodia and its Cambodian energy subsidiary, EnerCam Resources, was granted an onshore oil and gas licence of 7,300 square kilometres in the southwest quadrant of Cambodia called Block VIII. The licence was reduced to roughly half the size with the company's voluntary removal of all parks and protected areas in March, 2025, and now is 4,277 square kilometres. Since 2022, Angkor's Canadian subsidiary, EnerCam Exploration Ltd., has been involved in gas/carbon capture and oil and gas production in Evesham, Sask.

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